Limitation of Liability. Under the terms of the Proposed Sub-Advisory Agreement, the Adviser and the Company shall indemnify ZAIS, its affiliates and its controlling persons, for any liability and expenses arising from, or in connection with, ZAIS’ performance of its obligations under the sub-advisory agreement or the Adviser’s breach of the terms, representations and warranties contained in the sub-advisory agreement. However, in accordance with the 1940 Act, the Company will not indemnify ZAIS for any liability to which it would be subject by reason of its willful misfeasance, bad faith, gross negligence or reckless disregard of its duties. Further, the Company will not provide indemnification to a person for any loss or liability that would violate any other federal or state securities laws. The Company shall pay or reimburse reasonable legal expenses and other costs incurred by ZAIS or any of their affiliates in advance of final disposition of a proceeding if all of the following are satisfied: (a) the proceeding relates to acts or omissions with respect to the performance of duties or services on the Company’s behalf, (b) the person(s) seeking indemnification provide the Company with written affirmation of their good faith belief that the standard of conduct necessary for indemnification by us has been met, (c) advancement of legal expenses and other costs associated therewith is not prohibited by applicable law, and (d) such person(s) provides us with a written agreement to repay the amount paid or reimbursed by the Company, together with the applicable rate of interest, in cases in which such person(s) is found not to be entitled to indemnification.

Term. The Proposed Sub-Advisory Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice by the Adviser or ZAIS. It shall also terminate upon (i) its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act), (ii) termination of the advisory agreement with the Adviser, or (iii) if the Adviser determines that the sub-advisory agreement would violate the terms of the investment advisory agreement.adviser agreement and the administration agreement, respectively.

What is

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics pursuant to Rule 17j-1 under the recommendation1940 Act, which applies to, among others, its officers, including its Chief Executive Officer and its Chief Financial Officer, as well as the members of the Board?Board. The Company’s code of business conduct and ethics will be supplied free of charge to any requestor by calling the Company at (310) 943-4990. The Company intends to disclose any amendments to or waivers of required provisions of the code of business conduct and ethics on Form 8-K, as required by the Exchange Act and the rules and regulations promulgated thereunder.

Based upon its

Communications Between Stockholders and the Board

The Board welcomes communications from the Company’s stockholders. Stockholders may send communications to the Board or to any particular director to the following address: c/o Triton Pacific Investment Corporation, Inc., 6701 Center Drive, 14th Floor, Los Angeles, California 90045. Stockholders should indicate clearly the director or directors to whom the communication is being sent so that each communication may be forwarded directly to the appropriate director(s).

Certain Relationships and Related Transactions

The Company has procedures in place for the review, approval and monitoring of transactions involving the Company and certain persons related to the Company. For example, the Company has a code of conduct that generally prohibits any employee, officer or director from engaging in any transaction where there is a conflict between such individual’s personal interest and the interests of the Company. Waivers to the code of conduct for any executive officer or member of the Board must be approved by the Board and are publicly disclosed as required by applicable law and regulations. In addition, the Audit Committee is required to review and after considerationapprove all related-party transactions (as defined in Item 404 of such factorsRegulation S-K promulgated under the Exchange Act). Prior to the occurrence of a liquidity event, all future transactions with affiliates of the Company will be on terms no less favorable than could be obtained from an unaffiliated third party and information it considered relevant,must be approved by a majority of the Board, including a majority of the Independent Directors.

The Company will compensate the Adviser for investment services per an Investment Adviser Agreement (“Agreement”), approved by the Independent Directors, presentcalculated as the sum of (1) base management fee, calculated quarterly at its July 8, 2014 meeting, approved the Proposed Sub-Advisory Agreement and voted to recommend to stockholders that they approve the Proposal. The Board is therefore recommending that0.5% of the Company’s stockholders vote “FOR” Proposal Oneaverage gross assets payable quarterly in arrears, and (2) an incentive fee upon capital gains determined and payable in arrears as of the end of each quarter or upon liquidation of the Company or upon termination of Agreement at 20% of Company’s realized capital gains, as defined. The Agreement expires June 2016 and may continue automatically for successive annual periods, as approved by the Company. The Company paid the Adviser $101,336 in base management fees during the year ended December 31, 2015. In addition, during the year ended December 31, 2015, the Company earned capital gains incentive fees of $37,014 based on the performance of its portfolio, of which $1,464 was for Incentive Fees calculated on realized gains, and $35,550 for Incentive Fees calculated on unrealized gains. No capital gains incentive fees are actually payable by the Company with respect to appoint ZAISunrealized gains unless and until those gains are actually realized. All management fees earned by the Adviser prior to January 1, 2014 were waived by the Adviser.

On March 27, 2014, the Company and its Adviser agreed to an Expense Support and Conditional Reimbursement Agreement, or the Expense Reimbursement Agreement. The Expense Reimbursement Agreement was amended and restated effective November 17, 2014. Under the Expense Reimbursement Agreement, as Sub-Adviseramended, the Adviser, in consultation with the Company, will pay up to 100% of both the Company’s organizational and offering expenses and its operating expenses, all as determined by the Company and the Adviser. As used in the Expense Reimbursement Agreement, operating expenses refer to third party operating costs and expenses incurred by the Company, as determined under U.S. Generally Accepted Accounting Principles (“GAAP”) for investment management companies. Organizational and offering expenses include expenses incurred in connection with the organization of the Company and expenses incurred in connection with its offering, which are recorded as a component of equity. The Expense Reimbursement Agreement states that until the net proceeds to the Company from its offering are at least $25 million, the Adviser will pay up to 100% of both the Company’s organizational and offering expenses and its operating expenses. After the Company receives at least $25 million in net proceeds from its offering, the Adviser may, with the Company’s consent, continue to make expense support payments to the Company in such amounts as are acceptable to the Company and implement the Proposed Sub-AdvisoryAdviser. Any expense support payments shall be paid by the Adviser to the Company in any combination of cash, and/or offsets against amounts otherwise due from the Company to the Adviser.

Under the Expense Reimbursement Agreement as discussedamended, once the Company has received at least $25 million in this Proxy Statement.

What factors were considerednet proceeds from its offering, during any quarter occurring within three years of the date on which the Company incurred any expenses that are subject to reimbursement, the Company is required to reimburse the Adviser for any expense support payments the Company received from them. However, with respect to any expense support payments attributable to the Company’s operating expenses, (i) the Company will only reimburse the Adviser for expense support payments made by the Board?

At a meetingAdviser to the extent that the payment of such reimbursement (together with any other reimbursement paid during such fiscal year) does not cause “other operating expenses” (as defined below) (on an annualized basis and net of any expense reimbursement payments received by the Company during such fiscal year) to exceed the percentage of the Board held on July 8, 2014,Company’s average net assets attributable to shares of its common stock represented by “other operating expenses” during the Board,fiscal year in which such expense support payment from the Adviser was made (provided, however, that this clause (i) shall not apply to any reimbursement payment which relates to an expense support payment from the Adviser made during the same fiscal year); and (ii) the Company will not reimburse the Adviser for expense support payments made by the Adviser if the annualized rate of regular cash distributions declared by the Company at the time of such reimbursement payment is less than the annualized rate of regular cash distributions declared by the Company at the time the Adviser made the expense support payment to which such reimbursement relates. “Other operating expenses” means the Company’s total operating expenses excluding base management fees, incentive fees, organization and offering expenses, financing fees and costs, interest expense, brokerage commissions and extraordinary expenses.

Below is a table that provides information regarding expense support payments incurred by our Adviser pursuant to the Expense Support Agreement as well as other information relating to our ability to reimburse our Adviser for such payments. 

Of these Operating Expenses, $47,937 as of December 31, 2015 has exceeded the three year period for repayment and will not be repayable by the Company.

In addition, with respect to any expense support payment attributable to the Company’s organizational and offering expenses, the Company will only reimburse the Adviser for expense support payments made by the Adviser to the extent that the payment of such reimbursement (together with any other reimbursement for organizational and offering expenses paid during such fiscal year) is limited to 15% of cumulative gross sales proceeds from the Company’s offering including the sales load (or dealer manager fee) paid by the Company.

The Company or the Adviser may terminate the Expense Reimbursement Agreement at any time upon thirty days’ written notice, however, the Adviser has indicated that it expects to continue such reimbursements until it deems that the Company has achieved economies of scale sufficient to ensure that the Company bears a majorityreasonable level of expenses in relation to its income. The Expense Reimbursement Agreement will automatically terminate upon termination of the Independent Directors, determined to: (1) appoint ZAISInvestment Advisory Agreement or upon the Company’s liquidation or dissolution.

The Expense Reimbursement Agreement is, by its terms, effective retroactively to our inception date of April 29, 2011. As a result, our Adviser has agreed to reimburse a total of $3,080,588 as sub-adviserof December 31, 2015, which amounts have consisted of offsets against amounts owed by us to our Adviser since our inception.

The Company compensates TFA Associates, LLC (an affiliate of the Company) for administration services per an Administration Agreement for costs and expenses incurred with the administration and operation of the Company. Such agreement expires June 2016 and may continue automatically for successive annual periods, as approved by the Company. During the year ended December 31, 2015, the Company paid TFA Associates $257,576 in administrative fees.

The dealer manager for the Company’s public offering is Triton Pacific Securities, LLC, which is one of the Company’s affiliates. During the year ended December 31, 2015, the Company paid the dealer manager $398,363 in sales commissions and dealer fees. Of this amount, $98,817 was retained by Triton Pacific Securities, and the remainder re-allowed to third party participating broker dealers.

Section 16(a) Beneficial Ownership Reporting Compliance

Pursuant to Section 16(a) of the Exchange Act, the Company’s directors and executive officers, and any persons holding more than 10% of its Shares, are required to report their beneficial ownership and any changes therein to the Company;SEC and (2) approve the Proposed Sub-Advisory Agreement with ZAIS under which it wouldCompany. Specific due dates for those reports have been established, and the Company is required to report herein any failure to file such reports by those due dates. Based on the Company’s review of Forms 3, 4 and 5 filed by such persons and information provided by the Company’s directors and officers, the Company believes that during the fiscal year ended December 31, 2015, all Section 16(a) filing requirements applicable to such persons were timely filed.

Required Vote

Each director shall be elected by a plurality of all the votes cast at the Annual Meeting in person or by proxy, provided that a quorum is present. Abstentions will not be included in determining the number of votes cast and, as a result, will have no effect on this proposal. Shares represented by broker non-votes are not considered entitled to vote and thus are not counted for purposes of determining whether the proposal has been approved.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” EACH OF THE

DIRECTOR NOMINEES.

PROPOSAL 2: RATIFICATION OF APPOINTMENT OF INDEPENDENT

REGISTERED PUBLIC ACCOUNTING FIRM

FGMK, LLC, has been appointed to serve as sub-adviserthe Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The Company knows of no direct financial or material indirect financial interest of FGMK in the Company. It is expected that a representative of FGMK will be present at the Meeting and will have an opportunity to make a statement if he or she chooses and will be available to answer questions.

Fees

Set forth in the table below are audit fees and non-audit related fees billed to the Company by FGMK for professional services performed for the Company’s fiscal years ended December 31, 2015 and December 31, 2014: 

During the fiscal years ended December 31, 2015 and December 31, 2014, no non-audit fees were paid to FGMK for services rendered to our Adviser and any entity controlling, controlled by or under common control with our Adviser that provides ongoing services to the Company.

In determining whether

The Company’s Audit Committee reviews, negotiates and approves in advance the scope of work, any related engagement letter and the fees to approvebe charged by the Proposed Sub-Advisory Agreement with ZAIS, the Board receivedindependent registered public accounting firm for audit services and evaluated such information as it deemed necessary for an informed determination of whether the Proposed Sub-Advisory Agreement should be approvedpermitted non-audit services for the Company. The materials provided toCompany and for permitted non-audit services for the Board to inform its consideration of whether to approve the Proposed Sub-Advisory Agreement with ZAIS included: (1) materials provided to the Board in advance of its July 8, 2014 meeting discussing ZAISCompany’s investment adviser and its qualifications to serve as sub-adviser to the Company; (2) supporting documentation, including copies of the forms of the Proposed Sub-Advisory Agreement with ZAIS; and (3) other information relevant to the Board’s evaluation.

In reaching its decision to engage ZAIS as a sub-adviserany affiliates thereof that provide services to the Company if such non-audit services have a direct impact on the Board, including a majorityoperations or financial reporting of the Independent Directors, consideredCompany. All of the audit and non-audit services described above for which FGMK billed the Company for the fiscal years ended December 31, 2015 and December 31, 2014 were pre-approved by the Audit Committee.

Audit Committee Report

As part of its oversight of the Company’s financial statements, the Audit Committee reviewed and discussed with both management and FGMK, the Company’s independent registered public accounting firm, the Company’s financial statements filed with the SEC for the fiscal year ended December 31, 2015. Management advised the Audit Committee that all financial statements were prepared in accordance with GAAP, and reviewed significant accounting issues with the Audit Committee. The Audit Committee also discussed with FGMK the matters required to be discussed by the Public Company Accounting Standards Board AU 380,Communication with Audit Committees, as amended.

The Audit Committee has established a number of factors, including, but not limited to,pre-approval policy that describes the following: (1) the Adviser’s view with respect to the reputation of ZAIS as a manager to similar funds; (2) ZAIS’ strengthpermitted audit, audit-related, tax, and reputation in the industry; (3) the nature, extent, and quality of theother services to be provided by ZAIS underFGMK. Pursuant to the Proposed Sub-Advisory Agreement; (4)policy, the personnel, operations, financial condition,Audit Committee pre-approves the audit and investment management capabilities, methodologies,non-audit services performed by FGMK in order to assure that the provision of such service does not impair the firm’s independence.

Any requests for audit, audit-related, tax, and resources of ZAIS; (5)other services that have not received general pre-approval must be submitted to the fairnessAudit Committee for specific pre-approval in accordance with its pre-approval policy, irrespective of the compensation under the Proposed Sub-Advisory Agreement in lightamount, and cannot commence until such approval has been granted. Normally, pre-approval is provided at regularly scheduled meetings of the Audit Committee. However, the Audit Committee may delegate pre-approval authority to one or more of its members. The member or members to whom such authority is delegated must report any pre-approval decisions to the Audit Committee at its next scheduled meeting. The Audit Committee does not delegate its responsibilities to pre-approve services performed by FGMK to be provided by ZAISmanagement.

The Audit Committee received and reviewed the written disclosures and the projected profitabilityletter from FGMK required by applicable requirements of ZAIS as sub-adviser to the Company; (6)Public Company Accounting Oversight Board regarding FGMK’s communications with the costs forAudit Committee concerning independence, and has discussed with FGMK its independence. The Audit Committee has reviewed the services to be provided by ZAIS, including that the advisory fee rate would not change upon the appointment of ZAIS; (7) the sub-advisory fee rate payableaudit fees paid by the AdviserCompany to ZAIS; (8) ZAIS’ operationsFGMK. It has also reviewed non-audit services and compliance program, including its policies and procedures intendedfees to assure compliance with the federal securities laws;Company’s and (9) the appropriatenessAudit Committee’s policies restricting FGMK from performing services that might impair its independence.

Based on the reviews and discussions referred to above, the Audit Committee recommended to the Board that the audited financial statements of the selectionCompany as of ZAISand for the year ended December 31, 2015 be included in light the Company’s investment objective and investor base.

After its deliberation,annual report on Form 10-K for the Board reachedfiscal year ended December 31, 2015 for filing with the following conclusions: (1) ZAIS should be appointedSEC. The Audit Committee also recommended the appointment of FGMK to serve as a Sub-Adviser to the Company under the Proposed Sub-Advisory Agreement; and (2) the sub-advisory fee rate payable by the Adviser to ZAIS is reasonable in the context of all factors considered by the Board. Based on these conclusions and other factors, the Board voted to approve the Proposed Sub-Advisory Agreement for the Company. During their deliberations, different Board members may have given different weight to different individual factors and related conclusions.

What is the required vote?

Approval of the Proposed Sub-Advisory Agreement by stockholdersindependent registered public accounting firm of the Company requiresfor the fiscal year ending December 31, 2016. 

	Audit Committee Members:
	Ronald Ruther, Chairman
	William Pruitt
	Marshall Goldberg

Required Vote

The affirmative vote of a majority of the Company’s outstanding voting securities. All stockholdersvotes cast at the meeting in person or by proxy is required to approve this proposal. Unless marked to the contrary, the shares represented by the enclosed proxy card will be voted for ratification of the appointment of FGMK, LLC as the independent registered public accounting firm of the Company for the year ending December 31, 2016. Because brokers will have discretionary authority to vote together as a single class onfor the Proposal.

What happens if stockholdersratification of the selection of the Company’s registered independent public accounting firm in the event that they do not approve Proposal One?

Ifreceive voting instructions from the stockholdersbeneficial owner of the Company do not approve Proposal One, ZAIS would not be able to serve the Company as a sub-adviser under the Proposed Sub-Advisory Agreement. In this event, the Board will consider other appropriate action, which may include, among other things, appointment of a different sub-adviser, or direct management by the Adviser.

PROPOSAL TWO — APPROVAL OF A “MANAGER-OF-MANAGERS” ARRANGEMENT

What is Proposal Two?

The Company intends to apply for an exemptive order from the SEC to permit the Company and its investment adviser, Triton Pacific Advisor, LLC (the “Adviser”) with the approval of the Board, to enter into or materially amend sub-advisory agreements with unaffiliated sub-advisers, without submitting the agreement to a vote of stockholders (the “Proposed Relief”). An investment company operating in this manner is commonly referred to as a “Manager-of-Managers” investment company. The Company’s stockholders are asked to approve operation of the Company as a manager-of-managers investment company. If this proposal is approved and the Proposed Relief is granted, the Advisershares, your broker will be permitted to entervote your shares for this proposal.

The material contained in the foregoing Audit Committee Report is not “soliciting material,” is not deemed “filed” with the SEC, and is not to be incorporated by reference into sub-advisory agreements with unaffiliated sub-advisers, or to materially modify certain sub-advisory agreements, with prior approval by the Board (including a majority of our independent directors) but without approval by our stockholders.

Why is a manager-of-managers arrangement proposed?

Subject to the supervision and approval of our Board and approval of our stockholders, TPA is responsible for managing the assetsany filing of the Company and is permitted, under the termsSecurities Act of 1933, as amended, or the Investment Advisory Agreement betweenExchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

THE BOARD UNANIMOUSLY RECOMMENDS THAT YOU VOTE “FOR” RATIFICATION OF FGMK, LLC AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2016.

SUBMISSION OF STOCKHOLDER PROPOSALS

The Company’s Amended and Restated Bylaws require the Company and the Adviser (the “Advisory Agreement”), to engage sub-advisers to provide portfolio management services to Company. If the Adviser delegates sub-advisory duties to a sub-adviser, the Adviser shall continue to remain responsible for monitoring and evaluating the performance of the sub-adviser.

Under the current Advisory Agreement, the Adviser is required to monitor the investment program of any sub-adviser, review all data and financial reports prepared by the sub-adviser, establish and maintain communications with the sub-adviser, and oversee all matters relating to the purchase and sale of investment securities, corporate governance, third-party contracts and regulatory compliance reports. The Adviser is also required to oversee and monitor the performance of the sub-adviser and is responsible for determining whether to recommend to the Board that a particular sub-advisory agreement be entered into or terminated. A determination of whether to recommend the termination of a sub-advisory agreement depends on a number of factors, including, but not limited to, the sub-adviser’s performance record.

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The 1940 Act generally requires that a written sub-advisory agreement be approved by the affirmative vote of a majority of the outstanding shares ofhold an investment company. The appointment of a new sub-adviser or material modification of an existing sub-advisory agreement must also be presented for approval by stockholders under the 1940 Act. The Company intends to seek an exemptive order from the SEC that would permit the Adviser to enter into a new sub-advisory agreement or materially amend an existing sub-advisory agreement with an unaffiliated sub-adviser, subject to approval by the Board (including a majority of the Independent Directors), but without obtaining stockholder approval. An investment company operating in this manner is commonly referred to as a “Manager-of-Managers” investment company. The Company can operate as a manager-of-managers investment company in reliance upon the Proposed Relief only if, among other things, the SEC grants the Company an exemptive order approving the Proposed Relief and the Company’s stockholders have approved the manager-of-managers arrangement. That approval is sought in this Proposal Two.

The Company and the Adviser anticipate that the Proposed Relief would give the Adviser greater flexibility to select, supervise, and evaluate sub-advisers without incurring the expense and potential delay of seeking specific stockholder approval to utilize their investment management expertise. Under current applicable law, the Company must call and hold aannual meeting of the Company’s stockholders create and distribute proxy materials, and arrange for the solicitationelection of voting instructions from stockholders. This process is time-intensive, slow,directors and costly. Under the Proposed Relief,transaction of any business within the Board would be able to act more quicklypowers of the Company on a date and with less expense to appointat a sub-adviser or materially amend an agreement with a sub-adviser.

What is the proposed Manager-of-Managers arrangement?

If this proposal is approvedtime set by the Company’s stockholders,Board. In addition, the Company will hold special meetings as required or deemed desirable, or upon the request of holders of at least 10% of the Company’s outstanding Shares entitled to vote. Any stockholder that wishes to submit an applicationa proposal for consideration at a subsequent meeting of the stockholders should mail the proposal promptly to the Secretary of the Company. Any proposal to be considered for submission to stockholders must comply with Rule 14a-8 under the Exchange Act and must be received by the Company in accordance with the Company’s Amended and Restated Bylaws and any other applicable law, rule, or regulation regarding director nominations. When submitting a nomination to the Company for consideration, a stockholder must provide certain information that would be required under applicable SEC requesting that thatrules, including the SEC issuefollowing minimum information for each director nominee: full name, age, and address; class, series and number of Shares beneficially owned by the Proposed relief permittingnominee, if any; the Adviser, withdate such Shares were acquired and the approvalinvestment intent of such acquisition; whether such stockholder believes the individual is an “interested person” of the Board, to enter into or materially modify sub-advisory agreements with unaffiliated sub-advisers without requiring stockholder approval. The Company, and the Adviser anticipate that this relief would benefit stockholders to the extent that it will give the Company and the Adviser additional flexibility to implement sub-adviser changes or materially modify sub-advisory agreements with unaffiliated sub-advisers when needed, and to avoid numerous and expensive proxy solicitations. The Company will continue to obtain stockholder approval of a sub-advisory agreement with a sub-adviser considered to be an “affiliated person,” as defined in the 1940 Act, of the Company or the Adviser.

The manager-of-managers arrangement will enable the Company to operate with greater efficiency by allowing the Adviser to employ sub-advisers that are best suited to the needs of the Company, without incurring the expenseAct; and delays associated with obtaining stockholder approval of sub-advisers or sub-advisory agreements.

What are the conditions of the exemptive relief expectedall other information required to be granted pursuant to the Proposed Relief?

The Company believes that under the termsdisclosed in solicitations of the Proposed Relief, the Company and the Adviser would be subject to several conditions imposed by the SEC. The Company would be required to continue to obtain stockholder approval to approve or materially modify a sub-advisory agreement with an affiliated sub-adviser. Further, under the conditionsproxies for election of the Proposed Relief, within 90 days of the adoption of a new sub-advisory agreement or a change to an existing sub-advisory arrangement, the Company’s stockholders must be provided with an information statement that contains information about the sub-adviser and sub-advisory agreement.

In addition, in order to rely on the manager-of-managers relief, a majority of the Board must consist of Independent Directors and the nomination of new or additional Independent Directors must be at the discretion of the then existing Independent Directors. The Company’s prospectus must prominently discuss the manager-of-managers arrangement, including the fact that the Adviser has ultimate responsibility (subject to oversight by the Board) to oversee the sub-advisers and recommend their hiring, termination and replacement. If an unaffiliated sub-adviser is hired or terminated, the Adviser must provide the Board with information showing the expected impact on its profitability.

What is the recommendation of the Board?

Based upon its review and after consideration of such factors and information it considered relevant, the Board, including a majority of the Independent Directors present at its July 8, 2014 meeting, approved Proposal Two and voted to recommend to stockholders that they approve the Proposal. The Board is therefore recommending that the Company’s stockholders vote”FOR” the proposed manager-of-managers arrangement for the Company, as discussed in this Proxy Statement.

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What factors were considered by the Board?

In determining whether or not it was appropriate to approve the proposed Manager-of-Managers arrangement and to recommend approval of such arrangements to the Company’s stockholders, the Board, including the Independent Directors, considered certain information and representations provided by the Adviser.

After carefully considering the Company’s contractual arrangement under which the Adviser is engaged as an investment adviser, and the Adviser’s experience in recommending and monitoring sub-advisers, the Board believes that it is appropriate to allow the recommendation, supervision, and evaluation of sub-advisers to be conducted by the Adviser. The Board also believes that this approach would be consistent with stockholders’ expectations that the Adviser will use its expertise to recommend to the Board qualified candidates to serve as sub-advisers.

The Board will continue to provide oversight of the sub-adviser selection and engagement process. The Board, including a majority of the Independent Directors, will continue to evaluate and consider for approval all new or amended sub-advisory agreements. In addition, under the 1940 Act and the terms of the sub-advisory agreements, the Board, including a majority of the Independent Directors, is required to review annually and consider for renewal, the agreement after the initial term. Upon entering into, renewing or amending a sub-advisory agreement, the Adviser and the sub-advisers have a legal duty to provide to the Board, information on pertinent factors.

The Board also considered that stockholder approval of Proposal Two will not resultdirectors in an increaseelection contest or decrease in the total amount of investment advisory fees paid by the Company to the Adviser. When engaging sub-advisers and entering into sub-advisory agreements, the Adviser has negotiated and will continue to negotiate fees with sub-advisers. These fees are paid directly by the Adviser and not by the Company. Therefore, any fee reduction or increase negotiated by the Adviser may be either beneficial or detrimental to the Adviser. The fees paid by the Company to the Adviser and the fees paid by the Adviser to the sub-advisers are considered by the Board in approving and renewing the investment management and sub-advisory agreements. Any increase in the investment management fee paid to the Adviser by the Company would continue to require stockholder approval.

The Board concluded that it is appropriate and in the best interests of the Company’s stockholders to provide the Adviser and the Board with maximum flexibility to recommend, supervise and evaluate sub-advisers without incurring the unnecessary delay or expense of obtaining stockholder approval. This process will allow the Company to operate more efficiently. Currently, to appoint an unaffiliated sub-adviser to the Company or to materially amend a sub-advisory agreement with an unaffiliated sub-adviser, the Company must call and hold a stockholder meeting, create and distribute proxy materials, and solicit proxy votes from stockholders. In addition, if a sub-adviser to the Company is acquired or there is a change of control of the sub-adviser that results in the “assignment” of the sub-advisory agreement with the Adviser, the Company currently must seek approval of a new sub-advisory agreement from its stockholders, even when there will be no change in the persons managing the sub-adviser or no change to the services provided to the Company. This process is time-consuming and costly, and some of the costs may be borne by the Company. Without the delay inherent in holding a stockholder meeting, the Adviser and the Company would be able to act more quickly to appoint an unaffiliated sub-adviser with less expense when the Board and the Adviser believe that the appointment would benefit the Company.

What is the required vote?

The Company’s stockholders must approve Proposal Two for it to be effective for the Company. Proposal Two must be approved by the affirmative vote of a majority of the Company’s outstanding voting securities. All stockholders of the Company will vote together as a single class on the Proposal.

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What happens if stockholders do not approve Proposal Two?

If stockholders do not approve the manager-of-managers arrangement, or if the SEC does not grant the Proposed Relief, it will not be implemented and the Company will continue to be required to obtain stockholder approval of any changes in the sub-adviser of the Company or any material changes to sub-advisory agreements. Becauseotherwise required. To date, the Company has not yet obtainedreceived any recommendations from stockholders requesting consideration of a candidate for inclusion among the approvalcommittee’s slate of nominees in the Company’s proxy statement.

Pursuant to the Company’s Amended and Restated Bylaws, for a director nomination or other business to be considered for the next annual meeting of stockholders, notice must be provided in writing and delivered to the Secretary of the SEC of the Proposed Relief, the stockholders’ approval, or failure to approve, this proposal will have no effect on Proposal One and the approval of ZAIS to act asCompany at the Company’s sub-adviser.principal executive office on or before December 31, 2016. Such proposals must also comply with the requirements as to form and substance established by the SEC if such proposals are to be included in the proxy statement and form of proxy. Any such proposal should be mailed to: Triton Pacific Investment Corporation, Inc., 6701 Center Drive, 14th Floor, Los Angeles, California 90045, Attention: Corporate Secretary. The timely submission of a proposal does not guarantee its inclusion.

OTHER MATTERS TO COME BEFORE THE MEETING

The Board is not aware of any matters that will be presented for action at the SpecialAnnual Meeting other than the matters set forth herein. Should any other matters requiring a vote of stockholders arise, it is intended that the proxies that do not contain specific instructions to the contrary will be voted in accordance with the judgment of the persons named in the enclosed form of proxy.

AVAILABLE INFORMATION

We are required to file with or submit to the SEC annual, quarterly and current periodic reports, proxy statements and other information meeting the informational requirements of the Exchange Act. You may inspect and copy these reports, proxy statements and other information at the Public Reference Room of the SEC at 100 F Street, NE, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements and other information filed electronically by us with the SEC which are available on the SEC’s website athttp://www.sec.gov. Copies of these reports, proxy and information statements and other information may be obtained, after paying a duplicating fee, by electronic request at the following e-mail address: publicinfo@sec.gov, or by writing to the SEC’s Public Reference Room. This information will also be available free of charge by contacting us at Triton Pacific Investment Corporation, 10877 Wilshire Blvd., 12^th6701 Center Drive, 14th Floor, Los Angeles, CA 9002490045 or by telephone at (844) TRITON1 (844-874-8661).(310) 943-4990.

Householding of Proxy Materials

In a further effort to reduce printing costs, postage fees and the impact on the environment, we have adopted a practice approved by the SEC called “householding.” Under this practice, stockholders who have the same address and last name will receive only one copy of our proxy materials, unless any of these stockholders notifies us that he or she wishes to continue receiving individual copies. Stockholders who participate in householding will continue to receive separate proxy cards.

If you share an address with another stockholder and received only one set of proxy materials, but would like to request a separate copy of these materials, please contact the Company by calling (844) TRITON1(310) 943-4990 or by writing to the Company, Attn: Secretary,10877 Wilshire Blvd.,Secretary, 6701 Center Drive, 14th Floor, Los Angeles, CA 90024.90045. Similarly, you may also contact the Company if you received multiple copies of the proxy materials and would prefer to receive a single copy in the future.

INVESTMENT ADVISER AND ADMINISTRATOR, INVESTMENT SUB-ADVISER, DEALER
MANAGER AND SUB-ADMINISTRATOR

Set forth below are the names and addresses of the Company’s investment adviser and administrator, investment sub-adviser, dealer manager and sub-administrator:

INVESTMENT ADVISER		INVESTMENT SUB-ADVISER		ADMINISTRATOR		DEALER MANAGER		SUB-ADMINISTRATOR
Triton Pacific Adviser, LLC 6701 Center Drive, 14th Floor Los Angeles, CA 90045		ZAIS Group, LLC Two Bridge Avenue, Suite 322, Red Bank, New Jersey 07701		TFA Associates, LLC 10800 Midlothian Turnpike Suite 128 Richmond, VA 23235			Triton Pacific Securities, LLC 6701 Center Drive, 14th Floor Los Angeles, CA 90045			The Bank of New York
10877 Wilshire Blvd.		13807 Village Mill		10877 Wilshire Blvd.		Mellon Trust Company, NA
12th Floor		Dr. Suite 312		12th Floor		525 William Penn Place,
Los Angeles, CA 90024		Midlothian, VA 23114		Los Angeles, CA 90024		8th Floor Pittsburgh, PA 15259

PLEASE VOTE PROMPTLY BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE ACCOMPANYING POSTAGE PAID RETURN ENVELOPE.ENVELOPE, OR BY VOTING ONLINE OR BY TELEPHONE.

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Appendix A

Investment Sub-Advisory Agreement

INVESTMENT SUB-ADVISORY AGREEMENTAUDIT COMMITTEE CHARTER

BETWEEN

TRITON PACIFIC ADVISER, LLC,

ZAIS GROUP, LLC

AND

TRITON PACIFIC INVESTMENT CORPORATION, INC.

          THIS INVESTMENT SUB-ADVISORY AGREEMENT (“Agreement”This Audit Committee Charter was adopted by the Board of Directors (the “Board”) made this 24th day of July, 2014, by and between TRITON PACIFIC ADVISER, LLC, a Delaware limited liability company (the “Adviser”), ZAIS Group, LLC, a Delaware limited liability company (the “Sub-Adviser”) andthe Triton Pacific Investment Corporation, Inc., a Maryland corporation (the “BDC”).

          WHEREAS, the Adviser and the Sub-Adviser are investment advisers that are registered under the Investment Advisers Act of 1940, as amended (the “Advisers Act”), and engage in the business of providing investment management services; and

          WHEREAS, the Adviser has been retained to act as the investment adviser to the BDC, a closed-end management investment company that has elected to be regulated as a business development company under the Investment Company Act of 1940, as amended (the “1940 Act”), pursuant to an Investment Adviser Agreement dated July 27, 2012 (the “Advisory Agreement”“Company”), a copy of which is attached hereto asExhibit A; and

          WHEREAS, the Advisory Agreement permits the Adviser, subject to the supervision and direction of the BDC’s board of directors (the “Board”), to delegate certain of its duties thereunder to other investment advisers, subject to the requirements of the 1940 Act; and

          WHEREAS, the Adviser desires to retain the Sub-Adviser to assist it in fulfilling certain of its obligations under the Advisory Agreement, and the Sub-Adviser is willing to render such services subject to the terms and conditions set forth in this Agreement. More specifically, the Adviser desires to have the Sub-Adviser assist the Adviser in managing a portfolio of floating rate debt securities, CLO securities, and other credit oriented securities (“Syndicated Debt Portfolio”).

          NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the parties hereby agree as follows:

1.       Duties of the Sub-Adviser

          (a)          Retention of Sub-Adviser. The Adviser hereby appoints the Sub-Adviser to assist the Adviser in managing the investment and reinvestment of the Syndicated Debt Portfolio assets of the BDC, subject to the terms set forth herein and subject to the supervision of the Board, upon the terms herein set forth:

                         (i)          in accordance with the investment objective, policies and restrictions that are set forth in the BDC’s Registration Statement on Form N-2 as declared effective by the Securities and Exchange Commission (the “SEC”), as amended or superseded from time to time (the “Registration Statement”); and

                         (ii)         in accordance with applicable federal and state laws, rules and regulations, and the Company’s amended and restated articles of incorporation, as further amended from time to time (“Articles of Incorporation”).

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          (b)          Responsibilities of Sub-Adviser. Only with respect to the Syndicated Debt Portfolio, the Sub-Adviser shall, during the term and subject to the provisions of this Agreement:

                         (i)          make recommendations to the Adviser as to the general composition and allocation of the BDC’s Syndicated Debt Portfolio, the nature and timing of any changes therein and the manner of implementing such changes, including specific recommendations as to the type of securities and other assets to be purchased, retained or sold by the Syndicated Debt Portfolio;

                         (ii)          assist the Adviser in identifying, evaluating and negotiating the structure of the Syndicated Debt Portfolio investments made or to be made by the BDC;

                         (iii)        separately or in conjunction with the Adviser, conduct due diligence on prospective portfolio companies within the Syndicated Debt Portfolio;

                         (iv)        assist the Adviser in executing closing and monitoring the BDC’s Syndicated Debt Portfolio investments;

                         (v)         provide to the Advisor monthly valuation data on the Syndicated Debt Portfolio using external third party valuation sources;

                         (vi)        upon request from the Adviser, participate in the review of draft public financial statements and registration statements of the BDC to ensure that the information presented regarding the Sub-Adviser and the Syndicated Debt Portfolio investments is accurate and not misleading in any material respect;

                         (vii)        upon request from the Adviser and at such times as are mutually acceptable to the Adviser and the Sub-Adviser, participate in presentations to: (a) broker-dealer road shows; (b) educational forums; (c) due diligence review programs conducted by third-party evaluators and due diligence officers of broker-dealers; and (d) other marketing events and forums to facilitate the BDC’s fund raising efforts;

                         (viii)        upon request from the Adviser and as required by the Board, attend meetings of, and participate in presentations to, the Board, in each case with respect to the Syndicated Debt Portfolio;

                         (ix)          provide the Adviser with such other research and related services relevant to the Syndicated Debt Portfolio as the Adviser may, from time to time, reasonably require for the Adviser to manage the BDC; and

                         (x)          use commercially reasonable efforts to arrange for debt financing with respect to the Syndicated Debt Portfolio on the BDC’s behalf as may be determined necessary by the Sub-Adviser, subject to oversight and approval of the Board.

          Notwithstanding the foregoing or anything else contained in this Agreement, all investment decisions for the BDC will be the sole responsibility of, and will be made by and at the sole discretion of, the Adviser, and the Sub-Adviser shall not be responsible or liable for any such investment decision. Furthermore, the parties acknowledge and agree that the Sub-Adviser shall be required to provide only the services expressly described in this Section 1(b), and shall have no responsibility to provide any other services whatsoever to the Adviser or the BDC, including, but not limited to, administrative, management or other similar services (including services to ensure that the BDC is operated in compliance with applicable law).

          (c)           Power and Authority. To facilitate the Sub-Adviser’s performance of its responsibilities hereunder, but subject to the restrictions contained herein, the Adviser, on behalf of the BDC, hereby delegates to the Sub-Adviser, and the Sub-Adviser hereby accepts, the power and authority to act on behalf of the BDC to effectuate investment decisions made by the Advisor for the BDC’s Syndicated Debt Portfolio, including the execution and delivery of all documents relating to the BDC’s Syndicated Debt Portfolio investments. If the Sub-Adviser deems it necessary or advisable to make, through a special purpose vehicle, any investment it is permitted hereunder to make on behalf of the BDC, then the Sub-Adviser shall, following its receipt of approval from the Advisor, have authority to create, or arrange for the creation of, such special purpose vehicle and to make such investment through such special purpose vehicle in accordance with applicable law. The Adviser, on behalf of the BDC, but subject to the restrictions contained herein, also grants to the Sub-Adviser power and authority to engage in all activities and transactions (and anything incidental thereto) that the Sub-Adviser reasonably deems

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appropriate, necessary or advisable to carry out its duties pursuant to this Agreement. Nothing in this Agreement shall give the Sub-Adviser the authority to act on behalf of the BDC to effectuate investment decisions other than in connection with the BDC’s Syndicated Debt Portfolio, and in each case only after any investment decision has been approved by the Adviser. Notwithstanding the foregoing, the Sub-Adviser may, from time to time in its discretion consult with and obtain the express consent of, the Adviser prior to exercising its authority under this sub paragraph (c).

          (d)          Acceptance of Duties. The Sub-Adviser hereby agrees during the term hereof to render the services described herein for the compensation provided herein, subject to the limitations contained herein. The Sub-Adviser shall carry out its responsibilities under this Agreement in compliance with: (i) the BDC’s investment objectives, policies and restrictions as set forth in the BDC’s current Registration Statement and Articles of Incorporation; (ii) such policies, directives, regulatory restrictions and compliance policies as the Adviser may from time to time establish or issue and communicate to the Sub-Adviser in writing; and (iii) applicable law and related regulations in all material respects. The Adviser shall promptly notify the Sub-Adviser in writing of changes to (i) or (ii) above and shall notify the Sub-Adviser in writing of changes to (iii) above promptly after it becomes aware of such changes. In no event shall the Sub-Adviser be held responsible for failing to comply with any of (i), (ii) or (iii) unless it has previously received the notification in the foregoing sentence.

          (e)          Independent Contractor Status. The Sub-Adviser shall, for all purposes herein provided, be deemed to be an independent contractor and, except as expressly provided or authorized herein, shall have no authority to act for or represent the Adviser or the BDC in any way or otherwise be deemed an agent of the Adviser or the BDC.

          (f)          Record Retention. The Sub-Adviser shall maintain and keep all books, accounts and other records of the Sub-Adviser that relate to activities performed by the Sub-Adviser hereunder as required under the 1940 Act, the Advisers Act and other applicable law. Except as otherwise provided below or required by applicable law, the Adviser agrees that all records that it maintains and keeps in connection with the services provided hereunder shall at all times remain the property of the Sub-Adviser. The Sub-Adviser agrees that the records that it maintains and keeps shall be preserved in the manner and for the periods prescribed by the 1940 Act.

          (g)          Adviser and the BDC understand and acknowledge that Sub-Adviser cannot make and is not making any guaranty or representation that the Syndicated Debt Portfolio will generate profits or that the BDC will not incur loss of capital, and the Sub-Adviser cannot make and is not making any guaranties regarding the performance or success of the Syndicated Debt Portfolio. Adviser and the BDC are aware of the speculative nature of, and risks of loss inherent in, the investments contemplated herein.

2.Expenses

          (a)          Except as provided below in this Section 2, the Sub-Adviser assumes no obligation with respect to, and shall not be responsible for, the expenses of the Adviser or the BDC in fulfilling the Sub-Adviser’s obligations hereunder. The Sub-Adviser shall, at its sole expense, employ or associate itself with such persons as it believes necessary to assist it in the execution of its duties under this Agreement, including without limitation, persons employed or otherwise retained by the Sub-Adviser or made available to the Sub-Adviser by its members or affiliates.

          (b)          The Adviser shall cause the Sub-Adviser to be reimbursed by the BDC or the Adviser, as appropriate, for expenses reasonably incurred by the Sub-Adviser at the request of or on behalf of the BDC or the Adviser including, without limitation, expenses related to any services provided pursuant to Sections 1(b)(vii), (viii) and (ix) of this Agreement, to the same extent as such expenses would be reimbursable to the Adviser pursuant to Section 2 of the Advisory Agreement had such expenses been incurred by the Adviser. The Sub-Adviser shall maintain and provide to the BDC and the Adviser as they may reasonably request, records of all such expenses for which it seeks reimbursement. The Sub-Adviser shall be reimbursed by the BDC or the Adviser, as appropriate, for its expenses incurred in accordance with this Section 2 promptly following its request therefor.

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3.       Compensation

          In consideration for the Sub-Adviser’s services hereunder, the Adviser shall pay the Sub-Adviser the fees described below (and will provide to Sub-Advisor supporting documentation to assist the Sub-Advisor in confirming the related fee calculations), payable quarterly in arrears (within 5 days of when fees are paid to the Adviser):

          (a)          With respect to any Base Management Fee (as defined in the Advisory Agreement) payable to the Adviser pursuant to the Advisory Agreement, Sub-Adviser shall receive .125% (12.5 basis points) of the average gross assets (including amounts borrowed) of the Syndicated Debt Portfolio each quarter (pro-rated if less than one quarter).

          (b)          With respect to any Incentive Fee (as defined in the Advisory Agreement) payable to the Adviser pursuant to the Advisory Agreement (which are calculated on a cumulative basis), Sub-Adviser shall receive one half of the aggregate Incentive Fee payable to the Adviser times the quotient of the Incentive Fee generated on the Syndicated Debt Portfolio divided by the aggregate Incentive Fee payable to the Adviser each quarter (pro-rated if less than one quarter). However, in no event shall such Incentive Fee payable to Sub-Adviser be greater than 100% of the Incentive Fee payable to Adviser.

	a.	Example 1: Assuming a quarter’s Incentive Fee on the Syndicated Debt Portfolio is $250,000 and the aggregate Incentive Fee payable to Adviser from the BDC is $750,000, Sub-Adviser shall receive an Incentive Fee of $125,000.
	b.	Example 2: Assuming a quarter’s Incentive Fee on the Syndicated Debt Portfolio is $250,000 and the aggregate Incentive Fee payable to Adviser from BDC is $200,000 (due to a $50,000 realized or unrealized loss on the BDC’s private equity portfolio), Sub-Adviser shall receive an Incentive Fee of $125,000.
	c.	Example 3: Assuming a quarter’s Incentive Fee on the Syndicated Debt Portfolio is $250,000 and the aggregate Incentive Fee payable to Adviser from BDC is $50,000 (due to a $200,000 realized or unrealized loss on the BDC’s private equity portfolio), Sub-Adviser shall receive an Incentive Fee of $50,000.
	d.	Example 4: Assuming a quarter’s Incentive Fee on the Syndicated Debt Portfolio is $0 (or negative) and the aggregate Incentive Fee payable to Adviser from BDC is $500,000, Sub-Adviser shall receive an Incentive Fee of $0.

          In the event that this Agreement is terminated, for purposes of determining fees payable to the Sub-Adviser, the advisory fees payable to the Sub-Adviser shall be pro-rated for the quarter of such termination.

          (c)          Except as required by applicable law, rule or regulation, any deferral, reduction, waiver or other modification of the Base Management Fee or Incentive Fee to be paid to the Adviser (including, without limitation, the manner and timing by which such fees are paid or payable to the Adviser ) will require the prior written consent of the Sub-Adviser.

4.Representations and Warranties of the Sub-Adviser

          The Sub-Adviser represents and warrants to the Adviser as follows:

          (a)          The Sub-Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement;

          (b)          The Sub-Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

          (c)          The execution, delivery and performance by the Sub-Adviser of this Agreement are within the Sub-Adviser’s powers and have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Sub-Adviser for the execution, delivery and performance by the Sub-Adviser of this Agreement, and the execution, delivery and performance by

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the Sub-Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Sub-Adviser’s governing documents, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Sub-Adviser;

          (d)          Part 2 of the Sub-Adviser’s most recent Form ADV filed with the SEC pursuant to Section 203(c) of the Advisers Act, previously provided to the Adviser, is a true and complete copy of the form and the information contained therein is accurate and complete in all materials respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Sub-Adviser will promptly provide the Adviser and the BDC with a complete copy of all subsequent material changes to Part 2 of its Form ADV;

          (e)          The Sub-Adviser has adopted a written code of ethics complying with the requirements of Rule 17j-1 under the 1940 Act and will provide the Adviser and the BDC with a copy of that code. Within 20 days of the end of each calendar quarter during which this Agreement remains in effect, an authorized signatory of the Sub-Adviser shall, upon the Adviser’s written request, certify to the Adviser or the BDC that the Sub-Adviser has complied with the requirements of Rule 17j-1 during the previous quarter and that there have been no material violations of the Sub-Adviser’s code of ethics or, if such a material violation has occurred, that appropriate action has been taken in response to such violation. Upon prior written request of the Adviser or the BDC and during normal business hours, the Sub-Adviser shall permit representatives of the Adviser or the BDC to examine the reports (or summaries of the reports) required to be made to the Sub-Adviser by Rule 17j-1(c)(1) and other records evidencing enforcement of the code of ethics; provided, however, that such examinations shall be conducted at the sole expense of the Adviser or the BDC, as applicable. For the avoidance of doubt and except as otherwise expressly provided in the immediately preceding sentence, neither the Adviser nor the BDC shall have any right to examine, inspect, copy or review any of the books, records, reports or other written materials prepared or maintained by the Sub-Adviser, except as required by applicable laws, rules or regulations to fulfill duties as a registered investment adviser or as a business development company; and

          (f)          The Sub-Adviser shall comply in all material respects with all requirements applicable to an investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act; provided that the Adviser shall provide to the Sub-Adviser (i) the provisions of the 1940 Act that are applicable to the Sub-Adviser in performing its services hereunder and (ii) all information reasonably requested by the Sub-Adviser in order to comply with the provisions hereof, the 1940 Act and the Advisers Act; but provided further that the failure of the Adviser to provide the Sub-Adviser with any of the information specified in (i) and (ii) above, shall not relieve the Sub-Adviser of its obligations under this paragraph (f).

5.       Broker-Dealer Selection

          The Sub-Adviser is authorized to select the brokers or dealers (collectively “Brokers”) through which to execute the purchases and sales of Syndicated Debt Portfolio securities. In selecting Brokers, the Sub-Adviser may give consideration to factors other than price, including, but not limited to, brokerage and research services and market information. Any such services or information which the Sub-Adviser receives in connection with activities for the BDC may also be used by the Sub-Adviser for the benefit of other clients and customers of the Sub-Adviser or for its own benefit or the benefit of any of its Affiliates, provided that the Sub-Adviser shall only use brokerage and research services and market information provided by a broker in accordance with the safe harborcorporation established by Section 28(e) of the Exchange Act. The Sub-Adviser is hereby authorized, to the fullest extent now or hereafter permitted by law, to cause the BDC to pay a member of a national securities exchange, broker or dealer an amount of commission for effecting a securities transaction in excess of the amount of commission another member of such exchange, broker or dealer would have charged for effecting that transaction, if the Sub-Adviser determines in good faith, taking into account factors, including without limitation, price (including the applicable brokerage commission or dealer spread), size of order, difficulty of execution, and operational facilities of the firm and the firm’s risk and skill in positioning blocks of securities, that such amount of commission is reasonable in relation to the value of the brokerage and/or research services provided by such member, broker or dealer, viewed in terms of either that particular transaction or its overall responsibilities with respect to the BDC’s portfolio, and is consistent with the Sub-Adviser’s duty to seek the best execution on behalf of the BDC.

          The Sub-Adviser shall, upon written request, promptly communicate to the investment committee of the Adviser such information relating to portfolio transactions as they may reasonably request. Notwithstanding the

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foregoing, with regard to transactions with or for the benefit of the BDC, the Adviser may not pay any commission or receive any rebates or give-ups, nor participate in any business arrangements which would circumvent this restriction.

6.       Representations and Warranties of the Adviser

          The Adviser represents and warrants to the Sub-Adviser as follows:

          (a)          The Adviser is registered as an investment adviser under the Advisers Act and shall maintain such registration during the term of this Agreement;

          (b)          The Adviser is a limited liability company duly organized and validly existing under the laws of the State of Delaware with the power to own and possess its assets and carry on its business as it is now being conducted;

          (c)          The execution, delivery and performance by the Adviser of this Agreement are within the Adviser’s powers and, subject to the approval of this Agreement by the BDC’s shareholders, have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the Adviser for the execution, delivery and performance by the Adviser of this Agreement, and the execution, delivery and performance by the Adviser of this Agreement do not contravene or constitute a default under (i) any provision of applicable law, rule or regulation, (ii) the Adviser’s governing instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the Adviser or (iv) the Advisory Agreement;

          (d)          The Form ADV of the Adviser previously provided to the Sub-Adviser is a true and complete copy of the form as currently filed with the SEC and the information contained therein is accurate and complete in all materials respects and does not omit to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. The Adviser will promptly provide the Sub-Adviser with a complete copy of all subsequent amendments to its Form ADV.

          (e)          The Adviser shall comply in all material respects with all requirements applicable to the investment adviser of a business development company like the BDC under the Advisers Act and the 1940 Act;

          (f)          The Adviser acknowledges that it has (i) received a copy of the Sub-Adviser’s Form ADV Part 2 prior to entering into this Agreement and (ii) read the Sub-Advisor’s “Certain Conflicts of Interest” disclosure, attached hereto as Exhibit B; and

          (g)          Advisor makes the representations and warranties contained in Exhibit C attached hereto with respect to its CFTC registration status.

7.       Representations and Warranties of the BDC

          The BDC represents and warrants to the Sub-Adviser as follows:

          (a)          The BDC is an investment company that has elected to be treated as a business development company under the 1940 Act and is, and will continue to be, operated in accordance with the provisions of the 1940 Act applicable to business development companies;

          (b)          The BDC is a corporation duly organized and validly existing under the laws of the State of Maryland, withon the power29th day of April, 2015.

Purpose

The purpose of the audit committee shall be to own(1) assure that the Board fulfills its responsibilities for the Company’s internal and possessexternal audit process, the financial reporting process and the system of risk assessment and internal controls over financial reporting; and (2) provide an avenue of communication between management, the independent auditors, the internal auditors, and the board of directors.

Powers of the Audit Committee

It shall be the responsibility of the audit committee to:

·	Appoint, compensate, and oversee the work of any public accounting firm employed by the Company.

·	Conduct or authorize investigations into any matters within its scope of responsibility.

·	Seek any information it requires from Company employees, all of whom should be directed by the board to cooperate with committee requests.

·	Meet with Company staff, independent auditors or outside counsel, as necessary.

·	Retain, at the Company’s expense, such outside counsel, experts and other advisors as the audit committee may deem appropriate.

The Board will ensure that the audit committee has sufficient resources to carry out its assetsduties.

Composition of Committee and carry on its business as itSelection of Members

The audit committee shall consist of at least three members of the board of directors, all of which shall be independent of Company operations. The Board will appoint the audit committee members and the audit committee chair.

The committee shall include at least one member who is now being conducted;

          (c)          The execution, deliveryable to read and performance by the BDCunderstand fundamental financial statements or will be able to do so within a reasonable period of this Agreement are within the BDC’s powers and, subjecttime after his or her appointment to the approvalAudit Committee, and at least one member who has had past employment experience in finance or accounting or other comparable experience or background which results in a reasonable degree of this Agreement by the BDC’s shareholders, have been and will have been duly authorized by all necessary action, and no action by or in respect of, or filing with, any governmental body, agency or official is required on the part of the BDC for the execution, delivery and performance by the BDC of this Agreement,financial sophistication, and the execution, delivery and performance by the BDC of this Agreement do not contravenecommittee shall further include members or constitute a default under (i)shall take any provision of applicable law, rule or regulation, (ii) the BDC’s governing

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instruments, or (iii) any agreement, judgment, injunction, order, decree or other instrument binding upon the BDC; and

          (d)          The information contained in the BDC’s Registration Statement on Form N-2, including any amendments theretoform as may be necessary to satisfy any applicable requirements of the Commission or any other necessary body.

Meetings

the Audit Committee shall (i) annually review the terms of engagement, independence and performance of the Corporation’s independent auditors and recommend to the entire Board of Directors whether the engagement of the then current auditors should be renewed, (ii) review with such auditors the scope of their audit and non-audit assignments, their fees, the accounting principles to be used in the Corporation’s financial statements, the adequacy of the Corporation’s internal accounting procedures, the adequacy of its internal control procedures and any other matters required to be filed, is accurate and complete in all materials respects and does not omit to state any material fact necessarydiscussed with such auditors in order to makecomply with all applicable laws, rules, regulations or accounting or auditing standards, (iii) review with management the Corporation’s audited financial statements, made, in light(iv) review quarterly the valuation of the circumstances under which they were made, not misleading.

          (e)          The BDC has received a copyassets of the Sub-Adviser’s Form ADV Part 2 priorCorporation and take such actions as are necessary to entering into this Agreement.

8.       Other Activitiesaffirm the net asset value of the Sub-Adviser

          (a)          The services of the Sub-AdviserCorporation; and review, and make such recommendations to the Adviser and the BDC are not exclusive, and the Sub-Adviser may engage in any other business or render similar or different services to others including, without limitation, the direct or indirect sponsorship or managemententire Board of other investment based accounts or commingled pools of capital, however structured, having investment objectives similar to or different from those of the BDC, and nothing in this Agreement shall limit or restrict the right of the Sub-Adviser or any of its officers, directors, members, employees or affiliates (including the officers, directors, members, employees of the affiliate ) to engage in any other business or to devote its, his or her time and attention in part to any other business, whether of a similar or dissimilar nature, or to receive any fees or compensation in connection therewith (including fees for servingDirectors as a director of, or providing consulting services to, one or more of the BDC’s portfolio companies, subject to applicable law). The Sub-Adviser assumes no responsibility under this Agreement other than to render the services set forth herein.

          (b)          Nothing in this Agreement shall prevent the Sub-Adviser or any member, manager, officer, employee or other affiliate thereof from acting as investment adviser for any other person, firm or corporation, or from engaging in any other lawful activity, and shall not in any way limit or restrict the Sub-Adviser or any of its members, managers, officers, employees or agents from buying, selling or trading any securities for its or their own accounts or for the accounts of others for whom it or they may be acting.

9.Liability and Indemnification

          (a)          The duties of the Sub-Adviser shall be confined to those expressly set forth in Section 1(b) hereof and the Sub-Adviser expressly disclaims liability for any other duties. The Sub-Adviser shall not be liable for any loss arising out of any of its activities hereunder, except a loss resulting from the Sub-Adviser’s willful misfeasance, bad faith or gross negligence in the performance of its duties, or by reason of reckless disregard of its obligations and duties hereunder, except as may otherwise be provided under provisions of applicable state law which cannot be waived or modified hereby. (As used in this Section 8(a), the term “Sub-Adviser” shall include, without limitation, its affiliates and the Sub-Adviser’s and its affiliates’ respective partners, shareholders, directors, members, principals, officers, employees and other agents of the Sub-Adviser.)

          (b)          The Sub-Adviser shall indemnify the Adviser and the BDC, and their respective affiliates and controlling persons, for any liability and expenses, including reasonable attorneys’ fees, which the Adviser, the BDC or their respective affiliates and controlling persons may sustain as a result of the Sub-Adviser’s willful misfeasance, bad faith, gross negligence, reckless disregard of its duties hereunder or material violation of applicable U.S. federal securities laws.

          (c)          The BDC and the Adviser shall jointly and severally indemnify the Sub-Adviser, its affiliates and its controlling persons, for any liability and expenses, including reasonable attorneys’ fees, howsoever arising from, or in connection with, the Sub-Adviser’s performance of its obligations under this Agreement or the Adviser’s or the BDC’s breach of the terms, representations and warranties herein; provided, however, that the Sub-Adviser shall not be indemnified for any liability or expenses that may be sustained as a result of the Sub-Adviser’s willful misfeasance, bad faith, or gross negligence in the performance of the Sub-Adviser’s duties or by reason of the reckless disregard of the Sub-Adviser’s duties and obligations under this Agreement, or material violation of applicable U.S. federal securities laws.

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          (d)          The BDC and the Adviser, as the case may be, shall be permitted to advance funds to the Sub-Adviser for legal expenses and other costs incurred as a result of any legal action for which indemnification is being sought only if all of the following conditions are met:

                         (i)          the legal action relates to acts or omissionsdeems appropriate with respect to, the performance of duties or services on behalf of the Adviser in performing its dutiesCorporation’s compliance with applicable laws, rules, regulations and accounting standards.

Meeting agendas will be prepared for every meeting and provided to the BDC;

                         (ii)audit committee members along with briefing materials 5 business days before the Sub-Adviser provides the BDC with written affirmation of the Sub-Adviser’s good faith belief that the Sub-Adviser has met the standard of conduct necessary for indemnification by the BDC and the Adviser;

                         (iii)        indemnification by the BDC and the Adviser, and the advancement of legal expenses and other costs associated therewith, is not prohibited by applicable law; and

                         (iv)        the Sub-Adviser undertakes in writing to repay the advanced funds to the Adviser or the BDC, together with interest thereon based on LIBOR as of the date the funds were advanced, in cases in which the Sub-Adviser is not found to be entitled to indemnification pursuant to a final, non-appealable decision of a court of competent jurisdiction.

10.      Confidentiality

           (a)          Subject to Section 9(b), each of the Sub-Adviser and the Adviser acknowledge and agree that pursuant to this Agreement, either party may obtain the other party’s confidential and proprietary information and materials concerning or pertaining to the other’s business. Each partyscheduled audit committee meeting. The audit committee will receive and hold such information in the strictest confidence, and acknowledges, represents, and warrants that it will use its best efforts to protect the confidentiality of this information. Each party agrees that, without the prior written consent of the other party, it will not use, copy, or divulge to third parties or otherwise use, except in accordance with the terms of this Agreement, any information obtained from or through the other party in connection with this Agreement other than as reasonably necessary in the course of its business; provided that such recipients must agree to protect the confidentiality of such information and use such informationact only for the purposes of providing services to the Sub-Adviser, Adviser and/or the BDC; provided, further, however, this covenant shall not apply to information (i) which is in the public domain now or when it becomes in the public domain in the future, other than by reason of a breach of this Agreement, (ii) which has come to either party from a lawful source not known by such party to be bound to maintain the confidentiality of such information, other than from the other party or an affiliate or representative of that party, or (iii) disclosures which are required by law, regulatory authority, regulation or legal process.

           (b)          The Adviser agrees that the Sub-Adviser shall have the right to disclose the performance of the BDC to third parties at any time, subject to the prior review and approval by the Adviser (not to be unreasonably withheld or delayed) of the form of disclosure.

           (c)          Notwithstanding anything to the contrary herein, each party to this Agreement (and each employee, representative, or other agent of such party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of (i) the BDC and (ii) any of its transactions, and all materials of any kind (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.

           (d)          The agreements made by each party to the other party pursuant to this Section 10 shall survive the termination of this Agreement.

11.Brand Usage

          The Sub-Adviser conducts its investment advisory business under, and owns all rights to, the trademark “ZAIS Group, LLC” and the “ZAIS Group” design (collectively, the “Brand”). In connection with the BDC’s (a) public filings; (b) requests for information from state and federal regulators; (c) offering materials and advertising materials; and (d) press releases, the BDC may, subject to the terms and conditions of this Section 11, use the Brand or otherwise state in such materials that investment advisory services are being provided by the Sub-

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Adviser to the BDC under the terms of this Agreement. The Sub-Adviser hereby grants a non-exclusive, non-transferable, and non-sublicensable license to the BDC for the use of the Brand solely as permitted in the foregoing sentence. Notwithstanding anything to the contrary contained herein, prior to using the Brand in any manner or otherwise refer, directly or indirectly, to the Sub-Advisor, the BDC or the Adviser, as applicable, shall submit all such proposed uses or language to the Sub-Adviser for prior written approval. The Adviser and the BDC agree to control the use of such Brand in accordance with the standards and policies as established between the Adviser and the Sub-Adviser pursuant to the terms of this Agreement and shall only use the Brand or otherwise refer, directly or indirectly, to the Sub-Advisor if they have received the prior written approval of the Sub-Adviser for such specific use. At no time shall the Adviser contest the validity of the Brand or use the Brand other than in accordance with this Agreement. The Sub-Adviser reserves the right to terminate this license immediately upon written notice for any reason, including, without limitation, if any use of the Brand by the Adviser or the BDC is not in compliance with the standards and policies as established between the Adviser and the Sub-Adviser. Unless terminated earlier by the Sub-Adviser, the term of the license granted under this Section shall be for the term of this Agreement only, including any renewals and extensions, and the right to use the Brand as provided herein shall terminate immediately upon the termination of this Agreement or the investment advisory relationship between the Adviser and the BDC. The BDC and the Adviser agree that the Sub-Adviser is the sole owner of the Brand, and any and all goodwill in the Brand arising from the Adviser’s or the BDC’s use of the Brand shall inure solely to the benefit of the Sub-Adviser. Without limiting the foregoing, this license shall have no effect on the BDC’s ownership rights of the works within which the Brand shall be used.

12.     Duration and Termination of Agreement

           (a)          Term and Effectiveness. This Agreement shall become effective as of the date that the BDC obtains all requisite approvals of this Agreement (the “Effective Date”). This Agreement shall remain in effect for two years, and thereafter shall continue automatically for successive annual periods, provided that such continuance is specifically approved at least annually by (i) the vote of the Board, or by theaffirmative vote of a majority of the outstanding voting securitiesmembers at a meeting or by unanimous consent. Minutes of these meetings will be recorded.

Responsibilities

The audit committee shall have responsibilities related to: (a) the independent auditor and annual financial statements; (b) oversight of management’s internal controls, compliance and risk assessment practices; (c) special investigations and whistleblower policies; and (d) miscellaneous issues related to the financial practices of the BDCCompany.

A.           Independent Auditors and (ii) the vote of a majorityFinancial Statements

The audit committee shall:

·	Appoint, compensate and oversee independent auditors retained by the Company and pre-approve all audit services provided by the independent auditor.

·

Establish procedures for the engagement of the independent auditor to provide permitted audit services. The Company’s independent auditor shall be prohibited from providing non-audit services unless having received previous written approval from the audit committee. Non-audit services include tasks that directly support the Company’s operations, such as bookkeeping or other services related to the accounting records or financial statements of the Company, financial information systems design and implementation, appraisal or valuation services, actuarial services, investment banking services, and other tasks that may involve performing management functions or making management decisions.

·	Review and approve the Company’s audited financial statements, associated management letter, report on internal controls and all other auditor communications.

·	Review significant accounting and reporting issues, including complex or unusual transactions and management decisions, and recent professional and regulatory pronouncements, and understand their impact on the financial statements.

·	Meet with the independent audit firm on a regular basis to discuss any significant issues that may have surfaced during the course of the audit.

·	Review and discuss any significant risks reported in the independent audit findings and recommendations and assess the responsiveness and timeliness of management’s follow-up activities pertaining to the same.

B.           Internal Controls, Compliance and Risk Assessment

The audit committee shall:

·	Review management’s assessment of the effectiveness of the Company’s internal controls and review the report on internal controls by the independent auditor as a part of the financial audit engagement.

C.           Special Investigations

The audit committee shall:

·

Ensure that the Company has an appropriate confidential mechanism for individuals to report suspected fraudulent activities, allegations of corruption, fraud, criminal activity, conflicts of interest or abuse by the directors, officers, or employees of the Company or any persons having business dealings with the Company or breaches of internal control.

·	Develop procedures for the receipt, retention, investigation and/or referral of complaints concerning accounting, internal controls and auditing to the appropriate body.

·	Request and oversee special investigations as needed and/or refer specific issues to the appropriate body for further investigation (for example, issues may be referred to the State Inspector General or, other investigatory organization.)

·	Review all reports delivered to it by the Inspector General and serve as a point of contact with the Inspector General.

D.           Other Responsibilities of the BDC’s directors who are not partiesAudit Committee

The audit committee shall:

·	Present annually to the Company’s board a written report of how it has discharged its duties and met its responsibilities as outlined in the charter.

·	Obtain any information and training needed to enhance the committee members’ understanding of the role of internal audits and the independent auditor, the risk management process, internal controls and a certain level of familiarity in financial reporting standards and processes.

·	Review the committee’s charter annually, reassess its adequacy, and recommend any proposed changes to the board of the Company. The audit committee charter will be updated as applicable laws, regulations, accounting and auditing standards change.

·	Conduct an annual self-evaluation of its performance, including its effectiveness and compliance with the charter and request the board approval for proposed changes.

YOUR VOTE IS IMPORTANT. PLEASE VOTE TODAY.

Vote by Internet or Telephone - QUICK☐ ☐ ☐EASY
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TRITON PACIFIC INVESTMENT CORPORATION

Your phone or Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned your proxy card. Votes submitted electronically over the Internet or by telephone must be received by 7:00 p.m., Eastern Time, on October 20, 2016.

		INTERNET/MOBILE– www.cstproxyvote.com Use the Internet to vote your proxy. Have your proxy card available when you access the above website.  Follow the prompts to vote your shares.
		PHONE–1 (866) 894-0537 Use a touch-tone telephone to vote your proxy. Have your proxy card available when you call.  Follow the voting instructions to vote your shares.
PLEASE DO NOT RETURN THE PROXY CARD IF YOU ARE VOTING ELECTRONICALLY OR BY PHONE.
		MAIL – Mark, sign and date your proxy card and return it in the postage-paid envelope provided.

☐FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED☐

PROXY

Please mark your votes like this

Please refer to this Agreement or “interested persons” (as such term is defined in Section 2(a)(19)the Proxy Statement for a discussion of the 1940 Act) ofeach matter.

IF THE PROXY IS SIGNED, SUBMITTED AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED

FOREACH OF THE PROPOSALS.As to any such party,other matter, said proxies shall vote in accordance with their best judgment.

THE BOARD OF DIRECTORS RECOMMENDS A VOTEFORTHE FOLLOWING:

1.	To elect the nominees specified below as Directors					2.	To ratify the appointment of FGMK, LLC as the Company’s independent registered public accounting  firm for the  fiscal year ending December 31, 2016.	FOR	AGAINST	ABSTAIN
		FOR ALL	WITHHOLD ALL	FOR ALL EXCEPT*				☐	☐	☐
	(1)    Craig J. Faggen
		☐	☐	☐
	(2)    Ivan Faggen
	(3)    Ronald W. Ruther
	(4)    Marshall Goldberg
	(5)    William Pruitt

* Towithhold authorityto vote for any individual nominee(s) write the name(s) of the nominee(s) in the box below.		COMPANY ID:
		PROXY NUMBER:
		ACCOUNT NUMBER:

Signature _____________________________________________ Signature _______________________________________ Date _____________, 2016.

Note: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the requirementsperson’s title.

Important Notice Regarding the Internet Availability of Proxy Materials for the 1940 Act.Annual Meeting of Stockholders

           (b)          Termination. This Agreement may be terminated at any time, without the payment of any penalty, upon 60 days’ written notice, by the Adviser or the Sub-Adviser. This Agreement shall automatically terminate in the event of (1) its “assignment” (as such term is defined for purposes of Section 15(a)(4) of the 1940 Act), (2) the termination of the Advisory Agreement, or (3) the Adviser determines that this Agreement would violate the terms of the Advisory Agreement.

The provisions of Section 8 of this Agreement shall remain in full force and effect,2016 Proxy Statement and the Adviser and the Sub-Adviser shall remain entitled2015 Annual Report to the benefits thereof, notwithstanding any termination of this Agreement.Stockholders are available at: http://www.cstproxy.com/tritonpacificpe/2016.

☐FOLD HERE • DO NOT SEPARATE • INSERT IN ENVELOPE PROVIDED☐

 (c)          Notwithstanding any termination of this Agreement, the Sub-Adviser shall be entitled to receive all amounts payable to it and not yet paid pursuant to Sections 2 or 3 hereof. In addition, Section 14 shall survive termination of this Agreement.

13.     Notices

   Any notice under this Agreement shall be given in writing, either via electronic mail or addressed and delivered or mailed, postage prepaid, to the other party at its principal office.

14.     AmendmentsPROXY

 This Agreement may be amended by mutual written consent of the parties, subject to the requirements of applicable law.

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15.     Governing Law

          Notwithstanding the place where this Agreement may be executed by any of the parties hereto, this Agreement shall be construed in accordance with the laws of the State of California. For so long as the BDC is regulated as a BDC under the 1940 Act, this Agreement shall also be construed in accordance with the applicable provisions of the 1940 Act. In such case, to the extent the applicable laws of the State of California, or any of the provisions herein, conflict with the provisions of the 1940 Act, the latter shall control. To the fullest extent permitted by law, in the event of any dispute arising out of the terms and conditions of this Agreement, the parties hereto consent and submit to the jurisdiction of the following courts: (i) for any action initiated by the Adviser, the courts of the State of California in the county of Los Angeles and of the U.S. District Court for the Western Division of the Central District of California; and (ii) for any action initiated by the Sub-Adviser, the courts of the State of New York in the county of New York and of the U.S. District Court for the Southern District of New York.

16.     Severability

          If any provision of this Agreement shall be held or made invalid by a court decision, statute, rule or otherwise, the remainder of this Agreement shall not be affected thereby.

17.     Counterparts

          This Agreement may be executed in any number of counterparts, each of which shall constitute an original, but all of which taken together shall constitute an agreement.

[signature page follows]

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PURSUANT TO AN EXEMPTION FROM THE COMMODITY FUTURES TRADING COMMISSION IN CONNECTION WITH ACCOUNTS OF QUALIFIED ELIGIBLE PERSONS, THIS BROCHURE OR ACCOUNT DOCUMENT IS NOT REQUIRED TO BE, AND HAS NOT BEEN, FILED WITH THE COMMISSION. THE COMMODITY FUTURES TRADING COMMISSION DOES NOT PASS UPON THE MERITS OF PARTICIPATING IN A TRADING PROGRAM OR UPON THE ADEQUACY OR ACCURACY OF COMMODITY TRADING ADVISOR DISCLOSURE. CONSEQUENTLY, THE COMMODITY FUTURES TRADING COMMISSION HAS NOT REVIEWED OR APPROVED THIS TRADING PROGRAM OR THIS BROCHURE OR ACCOUNT DOCUMENT.

          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on the date above written.

	TRITON PACIFIC ADVISER, LLC
	By	/s/ Craig Faggen
		Craig Faggen, President
	ZAIS Group, LLC
	By	/s/ Michael Szymanski
		Michael Szymanski, President

Acknowledged and Agreed:

TRITON PACIFIC INVESTMENT CORPORATION, INC.
By	/s/ Craig Faggen
	Craig Faggen, President

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TRITON PACIFIC INVESTMENT CORPORATION
10877 Wilshire Blvd., 12^th

6701 Center Drive, 14th Floor
Los Angeles, California 90024
90045

NOTICE OF SPECIALANNUAL MEETING OF STOCKHOLDERS

To Be Held On September 11, 2014October 21, 2016

The undersigned hereby appoints Craig J. Faggen and Michael L. Carroll, and each of them, as proxies of the undersigned with full power of substitution in each of them, to attend the Special2016 Annual Meeting of Stockholders of Triton Pacific Investment Corporation, Inc., a Maryland corporation (the “Company”), to be held at10:at 10:00 a.m., Pacific Time, on Thursday, September 11, 2014,Friday, October 21, 2016, at the offices of the Company located at 10877 Wilshire Blvd., 12^th6701 Center Drive West, 14th Floor, Los Angeles, California 90024,90045, and any adjournments or postponements thereof (the “Special“Annual Meeting”), and vote as designated on the reverse side of this proxy card all of the shares of common stock, par value $0.001 per share, of the Company (“Shares”) held of record by the undersigned. The proxy statement and the accompanying materials are first being mailed to stockholders of record described below on or about August 13, 2014.September 16, 2016. All properly executed proxies representing Shares received prior to the SpecialAnnual Meeting will be voted in accordance with the instructions marked thereon.

If no specification is made, the Shares will be voted FOR the proposal to approveelect each of the sub-advisory agreement between Triton Pacific Adviser, LLC and ZAIS Group, LLCdirector nominees, and FOR the proposal to approve a manager-of-managers policy to permit Triton Pacific Adviser,ratify the appointment of FGMK, LLC subject to the approval by the Boards, to enter into and materially amend agreements with unaffiliated sub-advisers without first obtaining the approval ofas the Company’s stockholders.independent registered public accounting firm.If any other business is presented at the SpecialAnnual Meeting, this proxy will be voted by the proxies in their best judgment, including a motion to adjourn or postpone the SpecialAnnual Meeting to another time and/or place for the purpose of soliciting additional proxies. At the present time, the board of directors of the Company knows of no other business to be presented at the SpecialAnnual Meeting.Any stockholder who has given a proxy has the right to revoke it at any time prior to its exercise.Stockholders who execute proxies may revoke them with respect to a proposal by attending the SpecialAnnual Meeting and voting his or her Shares in person or by submitting a letter of revocation or a later-dated proxy to the Company at the above address prior to the date of the SpecialAnnual Meeting.

		Note: Please sign exactly as your name appears on this Proxy. When signing in a fiduciary capacity, such as executor, administrator, trustee, attorney, guardian, etc., please so indicate. Corporate or partnership proxies should be signed by an authorized person indicating the person’s title.		Signature
				Signature
					Date

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(Continued and to be marked, dated and signed, on the other side)

Please refer to the Proxy Statement for a discussion of each matter. IF THE PROXY IS SIGNED, SUBMITTED AND NO SPECIFICATION IS MADE, THE PROXY SHALL BE VOTED FOR EACH OF THE PROPOSALS. As to any other matter, said proxies shall vote in accordance with their best judgment. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING:
		Please mark box as shown in this example.      x

1.	To approve a new investment sub-advisory agreement between Triton Pacific Adviser, LLC and ZAIS Group, LLC with respect to the Company.		FOR	AGAINST	ABSTAIN
			o	o	o
2.	To approve a manager-of-managers policy with respect to the Company to permit Triton Pacific Adviser, LLC, subject to prior approval by the Board, to enter into and materially amend agreements with unaffiliated sub-advisers without obtaining approval of the Company’s shareholders.		FOR	AGAINST	ABSTAIN
			o	o	o

PLEASE SIGN ON THE REVERSE SIDE

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